50
Maxis Berhad
Annual Report 2014
Corporate
Governance
The Board supports the Principles and relevant recommendations of corporate governance as set out in the Malaysian Code of Corporate
Governance 2012 (“the Code”) and is committed to ensuring that the highest standards of corporate governance are implemented and
maintained. The Code sets a strong foundation for boards and committees to carry out their roles effectively, promote timely and
balanced disclosure, safeguard the integrity of financial reporting, emphasise the importance of risk management and internal controls
and encourage shareholder participation in general meetings.
The Board is pleased to advise that the Company has complied with the recommendations of the Code and is pleased to share the
manner in which the Principles of the Code have been applied within the Group in respect of the financial year ended 31 December
2014 and the extent to which the Company has complied with the Recommendations of the Code during the financial year ended
31 December 2014.
The Board approved this Statement on 4 March 2015.
I. ROLES AND RESPONSIBILITIES OF THE BOARD
The Board Charter continues to provide reference for Directors in relation to the Board’s role, powers and duties and functions,
processes and procedures for the Board and its Committees in discharging its stewardship effectively and efficiently.
The Board Charter is accessible at
.
All Board members are aware of their duties and responsibilities. The Board Charter acts as a source of reference and primary
induction literature for prospective Board members and Management. It is also intended to assist the Board in assessing its
collective performance and that of each individual Director.
The Board Charter if necessary, will be reviewed periodically to ensure that any updates on relevant laws and regulations are duly
incorporated.
The Board assumes the following duties and responsibilities:
• Reviewing, adopting and monitoring the implementation of a strategic business plan for the Group;
• Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes
ensuring that there are measures in place against which management’s performance can be assessed;
• Identifying principal risks and ensuring the implementation of appropriate systems to manage and mitigate these risks;
• Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing keymanagement;
• Developing and implementing an investor relations programme or shareholder communications policy for the Group and
encouraging the use of information technology for effective dissemination of information;
• Reviewing the adequacy and integrity of the Group’s systems of internal control and of management information, including
ensuring that a sound risk management framework, reporting framework and systems for compliance with applicable laws,
regulations, rules, directives and guidelines are in place; and
• Reviewing, adopting and implementing appropriate corporate disclosure policies and procedures.
The respective roles and responsibilities of the Board and management have been clearly defined. The following matters (including
changes to any such matters) require approval from the Board, except where they are expressly delegated by the Board to a
Committee, the Chairman, Chief Executive Officer (“CEO”) or another nominated member of the Management team:
• approval of corporate/strategic directions/plans and programmes;
• approval of annual budgets, including major capital commitments and capital expenditure budgets;
• approval of new ventures;
